Exhibit 10.34
Translated From Japanese
Confidentiality Agreement
This agreement for confidentiality is made and entered into between Customer
Relation Telemarketing KK (hereinafter referred to as A) and IA Partners KK
(hereinafter referred to as B) under all of the deals including information
exchange (hereinafter referred to as Deal).
Article 1:
As used herein, "Confidential Information" shall mean documents and graphs which
are not disclosed to any third party, or any and all oral and written business,
technical knowledge and information recorded in (including business plan and new
product information) provide by either party to the other. In addition, floppy
disks, CD-ROMs and other media shall be also included in the form of such
documents.
But it will be except such information which
1. At the time of disclosure hereunder can be shown by receiving it has
already been in the public domain.
2. After the time of disclosure can be shown by receiving party, it entered
the public domain with no fault of the receiving party
3. Can be shown by the receiving party to have been in its possession prior
to disclosure to it by the other party.
Article 2:
1. Receiving party shall not disclose or leak out Confidential Information
to any third party except as approved in writing by the other party.
2. Receiving party shall use Confidential Information only for purpose
executing the deal. Receiving party shall never use it for any other
purpose.
Article 3: Limits
Receiving party shall disclose its directors or employees who are engaged in
negotiating the Deal, or who have a need to know, Confidential Information
disclosed by Article 1 within needs.
Receiving party shall make directors and employees comply with the obligation
under this agreement and are liable for their act.
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Article 4: Duplicate
Receiving party shall not make any duplicates or copy of documents or graphs
written or recorded Confidential Information except as approved in writing by
the other party more than need.
In addition, floppy disks, CD-ROMs and other media shall be also included in the
form of such documents.
Article 5: Damages
In the event each party inflicts the other party damages, each party agrees to
be liable for direct damages.
Article 6: Discussion
Each party shall try to keep trusting relationship. In the event any ambiguities
arise in connection with the interpretation of any of the articles of the
Agreement, or with any other provisions not stipulated in this Agreement, either
party shall discuss and solve them in good faith.
Article 7: Jurisdiction
Tokyo summary courts or Tokyo districts courts are to have exclusive
jurisdiction to settle any disputes which may arise out of this Agreement.
Article 8: Term and Termination
This Agreement shall be effective from the date entering into and continuing
even after this Deal relationship is terminated.
Each party shall affix a seal and sign to 2 copies of the Agreement and holds
one each.
2007/5/21
A: Customer Relation Tele Marketing KK
0-0-0 Xxxxxxxx, Xxxx-xx, Xxxxx-xxxx, Osaka-fu
Representative Director: /s/ Xxxxxxx Xxxxxxxxx
B: IA Partners KK
Nishishinjuku Showa Xxxx 00X, 0-00-00 Xxxxxxxxxxxxx, Xxxxxxxx-xx, Xxxxx
Representative Director: /s/ Xxxxxx Xxxx
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